The thermostable direct hemolysin produced by Vibrio parahaemolyticus showed cytotoxic activity on FL cells derived from human amniotic membrane. Scanning electron micrographs of the whole cells showed that the microvilli on the cell surface decreased in number and changed in shape on treatment with the hemolysin. Most of the microvilli disappeared before death of the cells, as judged from the results of staining the cells with trypan blue and measuring release of alkaline phosphatase from the cells. Electron micrographs of thin sections ofthe cells showed that the cytoplasm of the cells was not significantly affected by treatment with sublethal amounts of hemolysin, even when the microvilli on the cell surface were significantly affected. Lethal amounts of hemolysin affected the cytoplasm and caused disarovilli on the cell surface are affected by treatment with the hemolysin before cytoxic effects develop.